Exhibit 5.1

November 6, 2013

Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY  11804


Ladies and Gentlemen:

      We have acted as special counsel to Power REIT, a Maryland
real estate investment trust (the "Company"), in connection with
the offering of Series A Cumulative Redeemable Perpetual Preferred
Stock, par value $0.001 per share, with liquidation preference
value of $25.00 per share, (the "Series A Shares") of the Company,
not to exceed 150,000 shares, pursuant to a preliminary prospectus
supplement dated November 6, 2013 (the "Prospectus Supplement"),
which supplements a prospectus dated May 10, 2012 (the "2012
Prospectus") included in the Company's Registration Statement on
Form S-3 (Reg. No. 333-180693) (the "Registration Statement").

      The opinions set forth in this letter are based solely upon
our review of, as submitted to us, the following documents (the
"Reviewed Documents"): (a) the Prospectus Supplement; (b) the 2012
Prospectus; (c) the Company's Articles of Amendment and Restatement
of Declaration of Trust; (d) the Company's Bylaws; and (e) the
resolutions adopted by written consent of all of the Company's
Trustees on November 5, 2013.  In addition, we have made such
investigations of published sources of law as we have deemed
appropriate based solely on the Reviewed Documents for the purpose
of providing the opinions hereinafter expressed.

      In our examination of the Reviewed Documents, we have assumed
the genuineness of all signatures, the legal capacity of all
natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents, and
the conformity to authentic original documents of all documents
submitted to us as copies. We have also assumed that the
representations of officers and employees of the Company are true
and correct as to questions of fact.

      This opinion letter is based as to matters of law solely on
applicable provisions of Title 8 of the Corporations and
Associations Article of the Annotated Code of Maryland, as amended,
(the "Maryland REIT Law") and applicable provisions of the Maryland
General Corporation Law, as amended (the "MGCL").  As used herein,
the terms "Maryland REIT Law" and "MGCL" include the statutory
provisions contained therein, all applicable provisions of the
Maryland Constitution and reported judicial decisions interpreting
these laws. It should be noted that the Maryland REIT Law and MGCL
are subject to changes, which may be retroactive. Any changes may
materially modify our conclusions herein. We assume no
responsibility to either advise you of any changes in the Maryland
REIT Law or MGCL or to update this opinion letter from time to
time. We express no opinion herein as to any other laws, statutes,
regulations, or ordinances. Moreover, there can be no assurance
that the State of Maryland or a court will accept our conclusions
contained in this opinion.

      Based upon, subject to and limited by the foregoing, we are of
the opinion that the Series A Shares, when issued and sold by the
Company in accordance with the terms of the offering against
payment in full to the Company of the consideration set forth
therein, will be duly authorized, validly issued, fully paid and
nonassessable.

      This opinion is being furnished solely in connection with the
filing of the Prospectus Supplement, and speaks as of the date
hereof.  We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.

      We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and the references to this
firm under the caption "Legal Matters" in the Prospectus Supplement
and the 2012 Prospectus. In giving such consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities
Act of 1933, as amended.

Very truly yours,


/s/ Leech Tishman Fuscaldo & Lampl, LLC